EXHIBIT 4.10
SECOND SUPPLEMENTAL INDENTURE
To
INDENTURE
Dated as of August 12, 1994
Among
FEDERAL-MOGUL CORPORATION
As Issuer
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
As Guarantors
And
U.S. BANK TRUST NATIONAL ASSOCIATION
(successor to Continental Bank)
as Trustee
Dated as of October 9, 1998
SECOND SUPPLEMENTAL INDENTURE, dated as of October 9, 1998 among
Federal-Mogul Corporation, a Michigan corporation, as issuer (the "Company"),
the companies listed on the signature pages of the Indenture (as hereinafter
defined), as supplemented, that are subsidiaries of the Company (the "Original
Guarantors"), Champion Spark Plug Company, Cooper Automotive Products, Inc.,
Cooper Automotive Company, Cooper A&S Company, Moog Automotive Products, Inc.,
Moog Automotive Batesville, Inc., Moog Redevelopment Corporation, Moog
Automotive Company, Champion Aviation, Inc. and Champion InterAmericana, Ltd.,
each a wholly-owned subsidiary of the Company (the "Additional Guarantors" and
together with the Original Guarantors, the "Guarantors") and U.S Bank Trust
National Association, a national banking association, as trustee ( the
"Trustee").
RECITALS
The Company has duly executed and delivered an Indenture (as such may
be amended, supplemented or modified from time to time, the "Indenture ") dated
as of August 12, 1994, providing for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness ("Securities") to
be issued in one or more series.
U.S. Bank Trust National Association has succeeded Continental Bank as
Trustee under the Indenture pursuant to Section 612 thereof by succeeding to the
former corporate trust business of Continental Bank.
The Company has authorized the issuance of nine separate series of
Securities designated as the Company's 8.80% Senior Notes due April 15, 2007
(the "8.80% Notes"), 8.06% Medium-Term Notes due October 20, 1999 (the 8.06%
Notes"), 8.53% Medium-Term Notes due November 25, 1999 (the "8.53% Notes"),
8.66% Medium-Term Notes due November 27, 2000 (the "8.66% Notes"), 8.33% Medium-
Term Notes due November 15, 2001 (the "8.33% Notes"), 8.37% Medium-Term Notes
due November 15, 2001 (the "8.37% Notes"), 8.46% Medium-Term Notes due October
26, 2002 (the "8.46% Notes"), 8.12% Medium-Term Notes due on March 6, 2003 (the
"8.12% Notes"), 8.16% Medium-Term Notes due March 6, 2003 (the "8.16% Notes")
and 8.25% Medium-Term Notes due March 3, 2005 (the "8.25% Notes," together with
the 8.80% Notes, the 8.06% Notes, the 8.53% Notes, the 8.66% Notes, the 8.33%
Notes, the 8.37% Notes, the 8.46% Notes, the 8.12% Notes, the 8.16% Notes and
the 8.25% Notes, the "Notes"), respectively, in the aggregate principal amount
of $125,000,000 in the case of the 8.80% Notes, $5,000,000 in the case of the
8.06% Notes, $16,000,000 in the case of the 8.53% Notes, $20,000,000 in the case
of the 8.66% Notes, $12,000,000 in the case of the 8.33% Notes, $32,000,000 in
the case of the 8.37% Notes, $5,000,000 in the case of the 8.46% Notes,
$10,000,000 in the case of the 8.12% Notes, $10,000,000 in the case of the 8.16%
Notes and $15,000,000 in the case of the 8.25% Notes.
The Additional Guarantors each desire to guarantee each of the
aforementioned series of Securities and each additional series hereafter issued
pursuant to the Indenture, such guarantees to be on the terms set forth herein.
Section 901 of the Indenture provides that the Company and the Trustee
may at any time and from time to time enter into one or more indentures
supplemental to the Indenture to establish, among other things, to make
provisions with respect to matters arising under the Indenture provided that
such action does not adversely affect the rights of holders of any series of
securities issued pursuant to the Indenture in any material respect.
All things necessary to make this Second Supplemental Indenture a
valid agreement of the Company, the Guarantors and the Trustee, in accordance
with its terms, have been done.
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:
Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions. For all purposes of this Second Supplemental
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Indenture, capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
Section 1.2. Headings. The Article and Section headings herein are for
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convenience only and shall not affect the construction hereof.
Section 1.3. Successors and Assigns. This Second Supplemental
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Indenture shall be binding upon the Company and the Guarantors and their
respective successors and assigns and shall inure to the benefit of the Trustee
and the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
the Indenture and the Second Supplemental Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the conditions of the Indenture. This Second Supplemental Indenture
shall be binding upon the Trustee and its successors and assigns.
Section 1.4. Ratification of Indenture: Supplemental Indentures Part
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of Indenture. Except as expressly amended hereby, the Indenture is in all
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respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Second Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Securities heretofore authenticated and delivered shall be bound hereby.
Section 1.5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE AND THE
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GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 1.6. Counterparts. This Second Supplemental Indenture may be
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executed in any number of counterparts and by telecopier, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.
ARTICLE 2
SCOPE AND TERMS OF THIS SECOND SUPPLEMENTAL INDENTURE
Section 2.1. Scope. The changes, modifications and supplements to the
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Indenture effected by this Second Supplemental Indenture shall be applicable
with respect to, and govern the terms of, the Securities heretofore and
hereafter issued pursuant to the Indenture.
Section 2.2. Additional Guarantors. Subject to the provisions of the
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Indenture (including provisions for the release of a Guarantor), the Additional
Guarantors shall be subject to the provisions of the Indenture as Guarantor of
the Securities.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
FEDERAL-MOGUL CORPORATION
By: __________________________
Name:
Title:
FEDERAL-MOGUL DUTCH HOLDINGS INC.,
as Guarantor
By: ___________________________
Name:
Title:
FEDERAL-MOGUL GLOBAL INC., as Guarantor
By: ____________________________
Name:
Title:
FEDERAL-MOGUL U.K HOLDINGS INC., as Guarantor
By: _____________________________
Name:
Title:
CARTER AUTOMOTIVE COMPANY, INC., as Guarantor
By: ______________________________
Name:
Title:
FEDERAL-MOGUL VENTURE CORPORATION, as
Guarantor
By: _______________________________
Name:
Title:
FEDERAL-MOGUL WORLD WIDE, INC., as Guarantor
By: _______________________________
Name:
Title:
FEDERAL-MOGUL GLOBAL PROPERTIES, INC., as
Guarantor
By: ________________________________
Name:
Title:
FELT PRODUCTS MFG. CO., as Guarantor
By: _________________________________
Name:
Title:
FEL-PRO MANAGEMENT CO., as Guarantor
By: _________________________________
Name:
Title:
MOOG AUTOMOTIVE BATESVILLE, INC., as Guarantor
By: ____________________________________
Name:
Title:
MOOG REDEVELOPMENT CORPORATION, as Guarantor
By: ____________________________________
Name:
Title:
MOOG AUTOMOTIVE COMPANY, as Guarantor
By: ____________________________________
Name:
Title:
CHAMPION AVIATION, INC., as Guarantor
By: ____________________________________
Name:
Title:
CHAMPION INTERAMERICANA, LTD., as Guarantor
By: ____________________________________
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By: ____________________________________
Name:
Title:
F-M UK HOLDINGS LIMITED, as Guarantor
By: __________________________________
Name:
Title:
CHAMPION SPARK PLUG COMPANY, as Guarantor
By: __________________________________
Name:
Title:
COOPER AUTOMOTIVE PRODUCTS, INC., as Guarantor
By: ___________________________________
Name:
Title:
COOPER AUTOMOTIVE COMPANY, as Guarantor
By: ___________________________________
Name:
Title:
COOPER A&S COMPANY, as Guarantor
By: ___________________________________
Name:
Title:
MOOG AUTOMOTIVE PRODUCTS, INC., as Guarantor
By: ___________________________________
Name:
Title: